Exhibit 10.17


FutureLOAD                           Airtime - Anywhere- Anytime
_________________________________________________________________________

                   Matrix Investments NO 4 (Pty) LTD
                    REGISTRATION NO: 2003/016414/07
              Postnet Suite 137, Private Bag X87, Bryanston 2021
            Telephone (011) 234 0826/7   Facsimile (011) 234 0787


                     Memorandum Of Understanding

29th February 2004

Eric Majors
Maximum Dynamics, Inc.
Unit 6, College Park
Parklands, 7441
South Africa

Dear Mr. Majors,

The following serves as a Memorandum of Understanding (MOU) between
our two companies based upon our recent discussions. As such, the
following outlines our understanding of the business relationship
that is to exist between Maximum Dynamics and FutureLOAD:

1.  FutureLOAD will develop applications for the MPOS device that
    will enable communications with existing FutureLOAD servers. This
    includes any necessary technology for communications such as GSM
    calls, GPRS via TCP/IP or SMS Data. FutureLOAD will also provide
    the necessary terminal software for interface with FutureLOAD
    servers and the applications that allow the sale of services
    offered. These applications will enable the M.POS device to
    process all existing point of sale services developed by
    FutureLOAD and its parent company, Pre-Paid Company (Pty), Ltd.
    Development time 4 to 6 Weeks.
2.  Maximum Dynamics will provide the necessary terminals to complete
    the programming of the terminal device and the back end
    interface. This may include any units with special capability
    such as WLAN modules or otherwise, at the discretion and
    agreement by both parties to develop these capabilities in
    partnership.
3.  Maximum Dynamics will have access to the full source codes for
    all programming done on the terminal. This code will be used
    specifically for the interface to FutureLOAD servers, except in
    such a case as decided jointly between FutureLOAD and Maximum
    Dynamics that certain technologies developed should be used for
    other applications that FutureLOAD  is not willing to support
    through their services.
4.  Maximum Dynamics will provide to FutureLOAD the necessary SDK and
    documentation required to program the terminals. Maximum will
    also, as able, offer assistance with the software SDK and
    programming examples for the terminal devices.
5.  Maximum Dynamics will provide a server for the purpose of
    marketing the terminal to its existing and proposed client base.
    There will be no License Fee for the FutureLOAD software;
    however, should any development need to be done to incorporate
    Maximum's requirements this will be quoted separately. Maximum
    will supply the hardware for this server including the required
    software license for the operating system required to operate the
    FutureLOAD software. As such, FutureLOAD agrees to supply Maximum
    Dynamics with the specifications of the hardware and operating
    system required as quickly as possible.

________________________________________________________________________
                          DIRECTOR: Greg Schultz

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FutureLOAD                                     Airtime - Anywhere-Anytime
_________________________________________________________________________

                   Matrix Investments NO 4 (Pty) LTD
                    REGISTRATION NO: 2003/016414/07
              Postnet Suite 137, Private Bag X87, Bryanston 2021
            Telephone (011) 234 0826/7   Facsimile (011) 234 0787



6.  FutureLOAD shall supply the required support for the MPOS device
    and this shall be built into the cost of the unit. Exact details
    of this support structure will be discussed at a later date
    between Maximum and FutureLOAD.
7.  Since some of Maximum's clients have agreed to support their own
    terminal, Maximum shall obtain quotes from FutureLOAD for each
    contract (on a per unit fee basis) for any support that
    FutureLOAD shall provide prior to each sale of the terminal.
8.  Maximum will be required to purchase all Virtual stock required
    for its server from FutureLOAD for a period of no less than 1
    year.
9.  Maximum retains the right to use other vendors of airtime
    depending on its clients' needs. Maximum shall not be required to
    deal with FutureLOAD exclusively due to the nature of some of its
    contracts it is securing. However, for sales of terminals that
    shall utilize FutureLOAD's applications and/or other FutureLOAD
    technology solution, Maximum shall buy airtime from FutureLOAD.
10. Maximum Dynamics will provide a dedicated connection for the
    server to be hosted at the FutureLOAD facilities. The monthly
    maintenance fee for administration of the FutureLOAD software and
    the installation of that software will be R4,500 per month.
11. FutureLOAD will supply Virtual Vouchers at the following
Discount;
  -       MTN     15%
  -       Vodacom 14%
  -       Cell C  13%
  -       Telkom  12%
12. Both Maximum and FutureLOAD agree that this MOU is set forth
    as a starting point for the mutual development of business
    exposure and business relations, specifically within the Airtime
    distribution applications as well as other pre-paid applications.
    Both companies are exploring many other uses and applications and
    will endeavour to include one another in these opportunities
    where feasible and as is appropriate.

Please note that is just a draft and I look forward to your comments
in this regard. Once we have agreed on the above points we can draw
up a formal agreement.


Best Regards,

By: /s/
   ---------------------
Greg Schultz
Managing Director
FutureLOAD


Maximum Dynamics, Inc. agrees in principle with the items set forth
above in this MOU on this _____ day of March, 2004.03.02

Signature of Maximum Representative:

By: /s/
   ---------------------
Eric Majors
CEO

____________________________________________________________________________
                     DIRECTOR:  Greg Schultz



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